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                SECURITIES AND EXCHANGE COMMISSION

                        Washington, DC 20549        




                             Form 8-K


                          Current Report




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                  Date of Report:  April 30, 1996




                      AT&T CAPITAL CORPORATION



A Delaware                 Commission File             I.R.S. Employer
Corporation                  No. 1-11237               No. 22-3211453  
 





           44 Whippany Road, Morristown, New Jersey 07962-1983

                      Telephone Number (201) 397-3000





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Form 8-K                                      AT&T Capital Corporation
April 30, 1996                


Item 5.  Other Events

On April 30, 1996, AT&T Capital Corporation issued a press release
which stated, in pertinent part, as follows:

     "Morristown, N.J. -- AT&T Capital Corporation (NYSE-TCC) today
announced that AT&T Corp. (AT&T), the company's 86-percent
stockholder, has delivered a letter to it requesting it to effect the
registration of 30,879,656 shares of the company's common stock for
sale by AT&T, as selling stockholder.  After the consummation of any
such offering,  AT&T would own 9,370,344 shares of the company's
common stock, which represents approximately 20 percent of AT&T
Capital's currently outstanding common stock.

     AT&T Capital said that AT&T's request was made under terms of a
Registration Rights Agreement that the company entered into with AT&T
in June 1993. AT&T said in its letter that it  wishes to complete the
offering as soon as possible'.  The company expects that it will be in
a position to file a registration statement with the SEC by the end of
May.  The timing of any filing or offering would be subject to market
conditions.  AT&T also noted that it would be appropriate for AT&T
Capital to continue to explore private sale alternatives.

     Any offering of AT&T Capital's common stock would be made only by
means of a prospectus."






















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Form 8-K                                      AT&T Capital Corporation
April 30, 1996




                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.




                                         AT&T CAPITAL CORPORATION








                                       By: Edward Dwyer
                                           Chief Financial Officer
                                                  


May 1, 1996







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Form 8-K                                      AT&T Capital Corporation
April 30, 1996


                            EXHIBIT INDEX


Exhibit
Number
_______

  99   AT&T Capital Corporation Press Release issued April 30, 1996